Common use of Offer to Purchase by Application of Excess Proceeds Clause in Contracts

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 hereof, the Issuers are required to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer" or "Qualified CMBS Transaction Offer," as the case may be), they will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales and assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the "Offer Period"). No later than three Business Days after the termination of the Offer Period (the "Purchase Date"), the Issuers will apply all Excess Proceeds (the "Offer Amount") to the purchase of Notes and such other pari passu Debt (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state: (1) that the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, is being made pursuant to this Section 3.09 and Section 4.11 hereof and the length of time such offer will remain open; (2) the Offer Amount, the purchase price and the Purchase Date; (3) that any Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will cease to accrue interest after the Purchase Date; (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, may elect to have Notes purchased in integral multiples of $1,000 only; (6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that, if the aggregate principal amount of Notes and other pari passu Debt surrendered by Holders exceeds the Offer Amount, the Issuers will select the Notes and other pari passu Debt to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Debt surrendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased); and (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are required to commence an offer to all Holders to purchase Notes (an "“Asset Sale Offer" or "Qualified CMBS Transaction Offer," as the case may be”), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and and, at the option of the Company, to all holders of other Debt that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales and assetsPari Passu Indebtedness. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the "“Offer Period"”). No later than three Business Days after the termination of the Offer Period (the "“Purchase Date"”), the Issuers will apply all Excess Proceeds (the "“Offer Amount"”) to the purchase of Notes and such other pari passu Debt Pari Passu Indebtedness (on a pro rata basis, if applicableapplicable and practicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt Pari Passu Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, interest and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state: (1) that the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time such offer the Asset Sale Offer will remain open; (2) the Offer Amount, the purchase price and the Purchase Date; (3) that any Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will cease to accrue interest on and after the Purchase Date; (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, may elect to have Notes purchased in integral multiples of $1,000 2,000 only; (6) that Holders electing to have a Note Notes purchased pursuant to any Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" on ” attached to the reverse of the Note Notes completed, or transfer by book-entry transfer, to the Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that, if the aggregate principal amount of Notes and other pari passu Debt Pari Passu Indebtedness surrendered by Holders holders thereof exceeds the Offer Amount, the Issuers will select the Notes and other pari passu Debt Pari Passu Indebtedness to be purchased on a pro rata basis basis, to the extent practicable, based on the principal amount of Notes and such other pari passu Debt Pari Passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $1,0002,000, or integral multiples thereof, will be purchased); and (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers will promptly issue a new Note, and the Trustee, upon written request from the Issuers, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 hereof, the Issuers are required to commence an offer to all Holders to purchase Notes (an "“Asset Sale Offer" ” or "“Qualified CMBS Transaction Offer," ” as the case may be), they will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales and assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the "“Offer Period"”). No later than three Business Days after the termination of the Offer Period (the "“Purchase Date"”), the Issuers will apply all Excess Proceeds (the "“Offer Amount"”) to the purchase of Notes and such other pari passu Debt (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state: (1) that the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, is being made pursuant to this Section 3.09 and Section 4.11 hereof and the length of time such offer will remain open; (2) the Offer Amount, the purchase price and the Purchase Date; (3) that any Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will cease to accrue interest after the Purchase Date; (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, may elect to have Notes purchased in integral multiples of $1,000 only; (6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that, if the aggregate principal amount of Notes and other pari passu Debt surrendered by Holders exceeds the Offer Amount, the Issuers will select the Notes and other pari passu Debt to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Debt surrendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased); and (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers will promptly issue a new Note, and the Trustee, upon written request from the Issuers will authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 hereof, the Issuers are required to commence an offer to all Holders to purchase Notes (an "“Asset Sale Offer" ” or "“Qualified CMBS Transaction Offer," ” as the case may be), they will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales and assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the "“Offer Period"”). No later than three Business Days after the termination of the Offer Period (the "“Purchase Date"”), the Issuers will apply all Excess Proceeds (the "“Offer Amount"”) to the purchase of Notes and such other pari passu Debt (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, and Liquidated DamagesAdditional Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state: (1) that the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, is being made pursuant to this Section 3.09 and Section 4.11 hereof and the length of time such offer will remain open; (2) the Offer Amount, the purchase price and the Purchase Date; (3) that any Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will cease to accrue interest after the Purchase Date; (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, may elect to have Notes purchased in integral multiples of $1,000 only; (6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that, if the aggregate principal amount of Notes and other pari passu Debt surrendered by Holders exceeds the Offer Amount, the Issuers will select the Notes and other pari passu Debt to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Debt surrendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased); and (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers will promptly issue a new Note, and the Trustee, upon written request from the Issuers will authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 hereof4.13, the Issuers are required to commence an offer to all Holders to purchase Notes (an "“Asset Sale Offer" ” or "“Qualified CMBS Transaction Offer," ” as the case may be), they will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt that is pari passu with the Notes containing provisions similar to those set forth in this Section 4.13 of the Indenture (including, without limitation, the holders of notes outstanding under the Issuers’ existing indentures) with respect to offers to purchase or redeem with the proceeds of sales and assetsof assets or in connection with securitizations. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the "“Offer Period"”). No later than three Business Days after the termination of the Offer Period (the "“Purchase Date"”), the Issuers will apply all Excess Proceeds (the "“Offer Amount"”) to the purchase of Notes and such other pari passu Debt (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date a Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest, and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record dateRecord Date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state: (1) that the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, is being made pursuant to this Section 3.09 3.11 and Section 4.11 hereof 4.13 of the Indenture and the length of time such offer will remain open; (2) the Offer Amount, the purchase price and the Purchase Date; (3) that any Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will cease to accrue interest after the Purchase Date; (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, may elect to have Notes purchased in integral multiples of $1,000 only; (6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his its election to have such Note purchased; (8) that, if the aggregate principal amount of Notes and other pari passu Debt surrendered by Holders exceeds the Offer Amount, the Issuers will select the Notes and other pari passu Debt to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Debt surrendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased); and (9) that Holders whose Notes were are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry bookentry transfer). On or before the Purchase Date, the Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.11. The Issuers, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers will promptly issue a new Note, and the Trustee, upon written request from the Issuers will authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, on the Purchase Date. Other than as specifically provided in this Section 3.11, any purchase pursuant to this Section 3.11 shall be made pursuant to the provisions of Sections 3.03, 3.06 and 3.07 of the Indenture.”

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are required to commence an offer to all Holders to purchase Notes (an "“Asset Sale Offer" or "Qualified CMBS Transaction Offer," as the case may be”), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to (x) all Holders and all holders of (y) to the extent any other Debt Indebtedness that is pari passu in right of payment with the Notes containing contains provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem such Indebtedness with the proceeds of sales of assets and assetssuch provisions require the Issuers to make such an offer, to all holders of such other Indebtedness. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the "“Offer Period"”). No later than three Business Days after the termination of the Offer Period (the "“Purchase Date"”), the Issuers will apply all Excess Proceeds (the "“Offer Amount"”) to the purchase of Notes and and, if applicable, such other pari passu Debt Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest, interest and Liquidated DamagesSpecial Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will send, by first class mailmail or via electronic transmission, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state: (1) that the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time such offer the Asset Sale Offer will remain open; (2) the Offer Amount, the purchase price and the Purchase Date; (3) that any Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will cease to accrue interest after the Purchase Date; (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, may elect to have Notes purchased in denominations of $2,000 and integral multiples of $1,000 in excess thereof only; (6) that Holders electing to have a Note Notes purchased pursuant to any Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" on ” attached to the reverse of the Note Notes completed, or transfer by book-entry transfer, to the Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegramfacsimile transmission, telex, facsimile transmission letter or letter other specified means of communication setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that, if the aggregate principal amount of Notes and and, if applicable, other pari passu Debt Indebtedness surrendered by Holders holders thereof exceeds the Offer Amount, the Issuers Trustee will select the Notes and the representative of such other pari passu Debt Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Debt Indebtedness surrendered (with such adjustments in each case as may be deemed appropriate by the Issuers so that only Notes in denominations of $1,0002,000, or integral multiples of $1,000 in excess thereof, will be purchased); and (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers will promptly issue a new Note, and the Trustee, upon written request from the Issuers, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.10, 4.11 or 4.12 hereof, the Issuers are required to commence an offer to all Holders to purchase Notes (an "a Collateral Asset Sale Offer" , Non-Collateral Asset Sale Offer or "Qualified CMBS Transaction Event of Loss Offer," , respectively (each Collateral Asset Sale Offer, Non-Collateral Asset Sale Offer or Event of Loss Offer is referred to in this Section 3.09 as the case may bean “Excess Proceeds Offer”), they will follow the procedures specified below. The Asset Sale Excess Proceeds Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made (i) to all Holders and (ii) if made pursuant to Section 4.11 hereof, all holders of other Debt Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales and of assets. The Asset Sale Excess Proceeds Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the "“Offer Period"”). No later than three five Business Days after the termination of the Offer Period (the "“Purchase Date"”), the Issuers will apply all Excess Proceeds (the "“Offer Amount"”) to the purchase of Notes and and, if applicable, such other pari passu Debt Indebtedness (on a pro rata basis, if applicable, based on the principal amount of Notes and, if applicable, such other pari passu Indebtedness surrendered) or, if less than the Offer Amount has been tendered, all Notes and and, if applicable, other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Excess Proceeds Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, interest and Liquidated DamagesSpecial Interest, if any, to, but not including the Purchase Date, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Excess Proceeds Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Excess Proceeds Offer, as the case may be, the Issuers will send, by first class mail, send a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Excess Proceeds Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Excess Proceeds Offer, as the case may be, will state: (1) that the Asset Sale Excess Proceeds Offer or Qualified CMBS Transaction Offer, as the case may be, is being made pursuant to this Section 3.09 and Section 4.10, 4.11 or 4.12, as applicable, hereof and the length of time such offer the Excess Proceeds Offer will remain open; (2) the Offer Amount, the purchase price and the Purchase Date; (3) that any Note not tendered or accepted for payment will continue to accrue interestinterest or Special Interest, if any; (4) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Excess Proceeds Offer or Qualified CMBS Transaction Offer, as the case may be, will cease to accrue interest or Special Interest, if any, after the Purchase Date; (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Excess Proceeds Offer or Qualified CMBS Transaction Offer, as the case may be, may elect to have Notes purchased in denominations of $2,000 or an integral multiples multiple of $1,000 onlyin excess thereof; (6) that Holders electing to have a Note Notes purchased pursuant to any Asset Sale Excess Proceeds Offer or Qualified CMBS Transaction Offer, as the case may be, will be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" on ” attached to the reverse of the Note Notes completed, or transfer by book-entry transfer, to the Issuers, a Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) the “CUSIP” number, “ISIN” or “Common code” number, if any, listed on such notice or printed on such Notes; (9) that, if the aggregate principal amount of Notes and and, if applicable, other pari passu Debt Indebtedness surrendered by Holders holders thereof exceeds the Offer Amount, the Issuers will select the Notes and other pari passu Debt Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and and, if applicable, such other pari passu Debt Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $1,0002,000, or an integral multiples multiple of $1,000 in excess thereof, will be purchased); and (910) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. On or before the Purchase Date, the Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers will promptly issue a new Note, and the Trustee, upon written request from the Issuers, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of the Excess Proceeds Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to Sections 3.09, 4.10, 4.11, 4.12 or 4.17 hereof. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09, 4.10, 4.11, 4.12 or 4.17 hereof, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under any of Sections 3.09, 4.10, 4.11, 4.12 or 4.17 hereof by virtue of such compliance.

Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 4.10 hereof, the Issuers are Company is required to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer" or "Qualified CMBS Transaction Offer," as the case may be), they it will follow the procedures specified below. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, shall be made to all Holders and all holders of other Debt Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or to redeem with the proceeds Excess Proceeds of sales and assetsAsset Sales. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more be completed no earlier than 30 Business Daysdays and no later than 60 days after notice of the Asset Sale Offer is provided to the Holders, except to the extent that a longer period is required by applicable law (the "Offer Period"). No later than three Business Days after the termination of the Offer Period (the "Purchase Date"), the Issuers Company will apply all Excess Proceeds (the "Offer Amount") to the purchase of Notes and such other pari passu Debt Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt Indebtedness tendered in response to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, and Liquidated DamagesSpecial Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Special Interest, if any, will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the Qualified CMBS Transaction Offer, as the case may be. Upon the commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will state: (1) that the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time such offer the Asset Sale Offer will remain open; (2) the Offer Amount, the purchase price and the Purchase Date; (3) that any Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will cease to accrue interest interest, and Special Interest, if any, after the Purchase Date; (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, may elect to have Notes purchased in integral multiples of $1,000 only; (6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the IssuersCompany, a Depositary, if appointed by the IssuersCompany, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (7) that Holders will be entitled to withdraw their election if the IssuersCompany, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that, if the aggregate principal amount of Notes and other pari passu Debt surrendered by Holders exceeds the Offer Amount, the Issuers will select the Notes and other pari passu Debt to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Debt surrendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased); and (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).